Exhibit 10.2 


 


CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE LINEAGE CELL THERAPEUTICS, INC.
HAS DETERMINED THE INFORMATION: (A) IS NOT MATERIAL AND (B) WOULD LIKELY CAUSE COMPETITIVE HARM TO LINEAGE CELL THERAPEUTICS,
INC. IF PUBLICLY DISCLOSED.


 


THIS
AGREEMENT is made the 6th day of May 2020


 


BETWEEN:


 


	(1)	CANCER
    RESEARCH TECHNOLOGY LIMITED, a company registered in England and Wales under number 1626049 with registered office at
    2 Redman Place, Stratford, London, E20 1JQ (“CRT”);
	 	 
	(2)	Lineage
    Cell Therapeutics, INC.,
    a California company with principal place of business at 2173 Salk Avenue, Suite 200, Carlsbad, CA 92008, USA (the “Company”).


 


RECITALS


 


	(A)	CRT
    is a wholly owned subsidiary of Cancer Research UK (the “Charity”) and is, by arrangement with the Charity,
    responsible for the management, exploitation and commercialisation of intellectual property generated by the Charity or using
    funding from the Charity.
	 	 
	(B)	Pursuant
    to a Clinical Trial and Option Agreement between CRT, the Charity and the Company dated September 8, 2014, as amended on even
    date hereof, attached at Appendix 2 (the “CTOA”) the Charity is conducting the Clinical Trial (as defined
    below) and has assigned (and agrees to and will assign if the assignment of future rights in prohibited by applicable law)
    the results of such Clinical Trial and all intellectual property therein to CRT.
	 	 
	(C)	CRT
    has agreed to grant the Company a licence under the Licensed Intellectual Property (as defined below) upon the terms and conditions
    set out in this Agreement.
	 	 
	(D)	CRT
    and the Company have agreed to enter into this Agreement prior to the Option Period (as defined in the CTOA) and Signature
    Period (as defined in the CTOA). 


 


OPERATIVE
PROVISIONS


 


1.
INTERPRETATION



 


	 	1.1	In
    this Agreement except where the context requires otherwise, the following words and expressions shall have the following meanings:


 


	 	“Accountancy
    Opinion”	 	means
    the opinion of an independent United Kingdom chartered accountant appointed by agreement between the Parties or in default
    of such agreement within twenty one (21) days of either Party seeking in writing to the other to appoint such accountant,
    at the request of either Party, by the President for the time being of the Institute of Chartered Accountants in England and
    Wales, referred to in Clauses 1, 6.3 and 24.1.



 






    	 



     


    

 


	 	“Affiliate”	 	has
    the same meaning as that ascribed to that phrase in the CTOA.
	 	 	 	 
	 	“Affordable
    Price”	 	means
    in relation to a Licensed Product: (i) a determination by the UK Pricing Authority that such Licensed Product should be used
    within the NHS; and/or (ii) approval by the UK Pricing Authority of the price proposed by the Company or its Sub-Licensee
    in relation to sales of that Licensed Product in the United Kingdom (or one or more constituent countries thereof).
	 	 	 	 
	 	“Agreement”	 	means
    this agreement and each of the Appendices as amended from time to time in accordance with Clause 21.
	 	 	 	 
	 	“BLA”	 	means,
    in relation to any Licensed Product, a biologics licence application, supplementary biologics licence application or any of
    their equivalents filed with the United States Food and Drugs Administration (FDA) or any successor to it, a marketing authorisation
    application or its equivalent filed with the European Medicines Agency (EMEA) or any successor to it, or a marketing authorisation
    application or a product licence application or equivalent filed with the relevant Regulatory Authority in any one or more
    countries or regions within the Territory.
	 	 	 	 
	 	“Clinical
    Trial”	 	has
    the same meaning as that ascribed to that phrase in the CTOA.
	 	 	 	 
	 	“Clinical
    Trial Results”	 	has
    the same meaning as that ascribed to that phrase in the CTOA.
	 	 	 	 
	 	“Commencement”	 	means
    the first dosing of a human subject in a Phase I Clinical Trial, Phase II Clinical Trial or Phase III Clinical Trial (as context
    requires).
	 	 	 	 
	 	“Company
    Combination Patent Rights”	 	has
    the same meaning as that ascribed to that phrase in the CTOA.
	 	 	 	 
	 	“Company
    Foreground Patent Rights”	 	Means
    those of the Company Patent Rights with applications solely or primarily related to the Product and Related Products.
	 	 	 	 
	 	“Company
    Intellectual Property”	 	has
    the same meaning as that ascribed to that phrase in the CTOA.



 






    	 



     


    

 


	 	“Company
    Patent Rights”	 	has
    the same meaning as that ascribed to that phrase in the CTOA.
	 	 	 	 
	 	“Competing
    Programme”	 	means
    a research and development programme, other than one conducted by the Charity or CRT or any of their Affiliates under the
    CTOA, under which human subjects in a clinical trial have or are to be administered a cell based therapy that incorporates
    the hTERT Antigen .
	 	 	 	 
	 	“Confidential
    Information”	 	means
    all information relating to the manufacturing methods, product specifications, customers, suppliers, business partners, clients,
    finances, operating budgets and forecasts, business plans and products, and the Development Plan, as revised or amended from
    time to time (in each case actual or prospective) of a Party which is not in the public domain and which is acquired by the
    other Party pursuant to this Agreement.
	 	 	 	 
	 	“Contributors”	 	has
    the same meaning as that ascribed to that phrase in the CTOA.
	 	 	 	 
	 	“Control”	 	means
    the possession (directly or indirectly) of fifty per cent or more of the voting stock or other equity interest of a subject
    entity with the power to vote, or the power in fact to control the management decisions of such entity through the ownership
    of securities or by contract or otherwise and “Controls” and “Controlled by” shall be
    construed accordingly.
	 	 	 	 
	 	“Coronavirus
    Related Product”	 	means
    a Related Product that is modified to express one or more antigens specifically intended to treat COVID-19 or other diseases
    caused by coronaviruses.
	 	 	 	 
	 	“Coronavirus
    Related Licensed Product”	 	means
    a Related Licensed Product which contains a Coronavirus Related Product, whether or not as the sole active ingredient.
	 	 	 	 
	 	“Currency”	 	means
    pounds sterling or such other currency as CRT may reasonably specify from time to time.
	 	 	 	 
	 	“Data
    Exclusivity Period”	 	means
    any period of clinical trial data or other regulatory exclusivity, together with any such periods under national implementations
    in the European Union of Article 10.1 of Directive 2001/EC/83 and all equivalents elsewhere in the Territory.



 






    	 



     


    

 


	 	“Data
    Listings”	 	has
    the same meaning as that ascribed to that phrase in the CTOA.
	 	 	 	 
	 	“Development
    Plan”	 	means
    the development plan at Appendix 1 (as the same shall be updated in accordance with Clause 3.1) which describes: (i) the steps
    to be taken to develop Licensed Products (including at least one Primary Licensed Product) within the Field and the Territory;
    (ii) the relevant timescales within which such steps will be taken; and (iii) the estimated costs associated with each step.
	 	 	 	 
	 	“Effective
    Date”	 	means
    the date this Agreement is made.
	 	 	 	 
	 	“Exclusive
    Results”	 	has
    the same meaning as that ascribed to that phrase in the CTOA.
	 	 	 	 
	 	“Expert
    Opinion”	 	means
    the opinion of an independent expert appointed by agreement between the Parties or in default of such agreement within twenty
    one (21) days of either Party seeking in writing to the other to appoint such expert, by the President for the time being
    of the Association of the British Pharmaceutical Industry referred to in Clauses 12.3 and 24.1.
	 	 	 	 
	 	“Field”	 	means
    the use of the Product and/or any Related Product(s) in immunotherapy applications using [***] for the treatment, prophylaxis,
    prevention and/or cure of human disease and conditions.
	 	 	 	 
	 	“Final
    Report”	 	has
    the same meaning as that ascribed to that phrase in the CTOA.
	 	 	 	 
	 	“First
    Commercial Sale”	 	means,
    with respect to a Licensed Product, the first transfer or disposition for value of such Licensed Product by or on behalf of
    the Company or a Sub-Licensee or an Affiliate of either of them, after all relevant Regulatory Authorisations for the transfer
    or disposition of such Licensed Product have been obtained in respect of the relevant region or country.
	 	 	 	 
	 	“FTO
    Royalties”	 	means,
    on a Licensed Product by Licensed Product basis, any royalties on the sale of a Licensed Product payable by the Company under
    a license from a third party (after the application of any royalty stacking provisions contained therein) to the extent that:
    (i) but for such license the manufacture, sale, use or distribution of such Licensed Product would infringe the Intellectual
    Property Rights of such third party licensor, and (ii) such royalty payable is reasonably attributable to the grant of rights
    used in respect of a Licensed Product and not to unrelated rights also granted pursuant to the same agreement and/or by the
    same third party licensor.



 






    	 



     


    

 


	 	“hTERT
    Antigen”	 	has
    the same meaning as that ascribed to that phrase in the CTOA
	 	 	 	 
	 	“Indication”	 	means
    a disease classification block as defined within the ‘International Statistical Classification of Diseases and Related
    Health Problems’ as published from time to time by the World Health Organization (e.g. “C50 Malignant neoplasm
    of Breast”, “C92 Myeloid leukaemia”, “B20 Human immunodeficiency virus [HIV] disease resulting in
    infectious and parasitic diseases”, “M34 Systemic sclerosis”).
	 	 	 	 
	 	“Investigational
    Medicinal Product” or “IMP”	 	has
    the same meaning as that ascribed to that phrase in the CTOA.
	 	 	 	 
	 	“Intellectual
    Property Rights”	 	has
    the same meaning as that ascribed to that phrase in the CTOA.
	 	 	 	 
	 	“Know-How”	 	has
    the same meaning as that ascribed to that phrase in the CTOA.
	 	 	 	 
	 	“Licensed
    Intellectual Property”	 	means
    the Clinical Trial Results and all Intellectual Property Rights therein.
	 	 	 	 
	 	“Licensed
    Product”	 	means
    any Primary Licensed Product and any Related Licensed Product
	 	 	 	 
	 	“Major
    Markets”	 	means
    United States of America, [***].
	 	 	 	 
	 	“Milestone
    Event”	 	has
    the meaning specified in Clause 4.2.
	 	 	 	 
	 	“Milestone
    Payments”	 	has
    the meaning specified in Clause 4.2.
	 	 	 	 
	 	“Net
    Sales Value”	 	means,
        in relation to Licensed Product:

         

        the
        gross amount invoiced by the Company or Sub-Licensee or Affiliate of the Company or a Sub-licensee less any value added
        tax or other sales tax, transport charges (including transport insurance) and costs of packaging to the extent that any
        of those items are included as separate items in the amount so invoiced, and after deducting any allowances for lost or
        damaged items or permitted returns, and discounts allowed and rebates given in the normal course of trade, and in the
        event of more than one such sale, the first such sale;




 






    	 



     


    

 


	 	“New
    Company IP”	 	means
    any Intellectual Property Rights developed by or on behalf of the Company on or after the Effective Date that directly relate
    to a Licensed Product and its use.
	 	 	 	 
	 	“Non-Exclusive
    Results”	 	has
    the same meaning as that ascribed to that phrase in the CTOA.
	 	 	 	 
	 	“Oncology
    Indication”	 	means
    an Indication in the range C00 – D48 (e.g. “C50 Malignant neoplasm of Breast”, “C92 Myeloid leukaemia”).
	 	 	 	 
	 	“Party”	 	means
    either party to this Agreement and “Parties” means both of them.
	 	 	 	 
	 	“Patent
    Rights”	 	has
    the same meaning as ascribed to that phrase in the CTOA.
	 	 	 	 
	

                                                                             
	“Phase
    II Clinical Trial”	 	means
    a clinical trial of a Licensed Product (or in the adaptation of an existing clinical trial) in any country that would satisfy
    the requirements of 21 CFR §312.21(b) and is intended to establish dose response and/or preliminary data on the efficacy
    of Licensed Product and/or route of administration of the Licensed Product.
	 	 	 	 
	 	“Phase
    III Clinical Trial”	 	means
    a clinical trial of a Licensed Product (or the adaptation of an existing clinical trial) to be a larger scale (than Phase
    I or Phase II), usually multi-centered trial in any country that would satisfy the requirements of 21 CFR §312.21(c)
    and is intended to establish the efficacy and safety of the Licensed Product or any other human clinical trial of the Licensed
    Product intended as a pivotal trial for regulatory approval purposes whether or not such trial is a traditional Phase III
    trial.
	 	 	 	 
	 	“Phase
    III Clinical Trial Completion” 	 	means
    the date of the last treatment visit of the last human subject under the relevant Phase III Clinical Trial. 
	 	 	 	 
	 	“pound”
    and “£”	 	means
    British pound sterling or if England changes its currency during the Term, then a sum equivalent in the new currency based
    on the spot exchange rate at the date of adoption of the new currency.
	 	 	 	 
	 	“Price
    Approval”	 	means,
    in those countries in the Territory where Regulatory Authorities may approve or determine pricing and/or pricing reimbursement
    for pharmaceutical products, such approval or determination.



 






    	 



     


    

 


	 	“Primary
    Licensed Product”	 	means
    any product that contains the Product, whether or not as the sole active ingredient; provided that if the Company discontinues
    development of the Product, “Primary Licensed Product” shall be deemed to mean any product that contains the Related
    Product, whether or not as the sole active ingredient, as designated by the Company in accordance with Clause 4.8.
	 	 	 	 
	 	“Product”	 	has
    the same meaning as ascribed to that phrase in the CTOA.
	 	 	 	 
	 	“Product
    Manufacturing Process”	 	has
    the same meaning as ascribed to that phrase in the CTOA.
	 	 	 	 
	 	“Quarter”	 	means
    any of the three-monthly periods commencing on the first day of any of the months of January, April, July, and October in
    any year and “Quarterly” has a corresponding meaning.
	 	 	 	 
	 	“Regulatory
    Authorisations”	 	means
    all marketing authorisations, approvals, clearances and authorisations that may be required by a Regulatory Authority in any
    country or region within the Territory prior to Phase II Clinical Trial Commencement and/or Phase III Clinical Trial Commencement
    and/or commercial sale of the Licensed Product, including any necessary variations thereto, but excluding always any Price
    Approvals.
	 	 	 	 
	 	“Regulatory
    Authority”	 	means
    any local or national agency, court, authority, department, inspectorate, minister, ministry official or public or statutory
    person (whether autonomous or not) of, or of any government of, any country having jurisdiction over this Agreement or either
    of the Parties or over the development or marketing of medicinal products including, the European Medicines Agency and the
    European Court of Justice.
	 	 	 	 
	 	“Related
    Licensed Product”	 	means
    any product that is not a Primary Licensed Product and:


 


	 	 	 	(a)	which
    contains a Related Product, whether or not as the sole active ingredient; and/or
	 	 	 	 	 
	 	 	 	(b)
    	whose
    application for a Regulatory Authorisation from a Regulatory Authority in any jurisdiction included the Clinical Trial Results
    and/or the Final Report and/or the Data Listings or any part of any of them.


 






    	 



     


    

 


	 	“Related
    Product” 	 	has
    the same meaning as that ascribed to that phrase in the CTOA.
	 	 	 	 
	 	“Signature
    Fee”	 	means
    the sum of one million, two hundred and fifty thousand pounds (£1,250,000). 
	 	 	 	 
	 	“Sub-Licence
    Revenue”	 	means
    any monies or non-monetary consideration (including securities) receivable from time to time by the Company or an Affiliate
    in respect of: (i) any sub-licence granted by the Company or an Affiliate under this Agreement; (ii) any licence granted by
    the Company or an Affiliate (whether under the Company Intellectual Property or otherwise) to sell Licensed Products anywhere
    in the Territory; and/or (iii) the grant of the right to acquire such a sub-licence or licence, including, in each case, option
    fees, licence issue fees or other up-front payments, annual licence fees, or other lump sum payments which are attributable
    to the grant of the rights in question, but excluding: (i) any milestone payments due on the achievement of specific development
    or sales milestones that are additional to those listed in Clause 4.2; (ii) royalties as referred to in Clause 4.5; (iii)
    sales to distributors or wholesalers for resale, and sales made by sales agents, where in any such case the sales have already
    been or will be accounted for to CRT in determining Net Sales Value; and (iv) any money or non-monetary consideration (including
    securities or licences of patents, know-how, or other intellectual property) received by the Company from an Affiliate, provided
    that such money or non-monetary consideration shall not reduce the Net Sales Value of any Licensed Product sold by the Company
    or any Affiliate. In the case of non-monetary Sub-Licence Revenue, the value shall be assessed at the date of receipt of the
    same by the Company or, at the option of CRT, at the date the non-monetary consideration is realised as monetary and in the
    absence of agreement by the Parties, the value shall be determined by Accountancy Opinion. 



 






    	 



     


    

 


	 	“Sub-Licensee”	 	means
    any person who is granted: (i) a sub-licence in accordance with Clause 2.3 in respect of the rights granted under this Agreement
    (and any further tiers of sub-licence there under); and/or (ii) a licence by the Company (whether under the Company Intellectual
    Property or otherwise) to sell Licensed Products anywhere in the Territory, but shall not mean distributors, wholesalers,
    and sales agents.
	 	 	 	 
	 	“Term”	 	means
    the term of this Agreement as determined under Clause 12.1.
	 	 	 	 
	 	“Territory”	 	means
    worldwide.
	 	 	 	 
	 	“Tobacco
    Party”	 	means:
    (i) any entity who develops, sells or manufactures tobacco products; and/ or (ii) any entity which makes the majority of its
    profits from the importation, marketing, sale or disposal of tobacco products. Furthermore, Tobacco Party shall include any
    entity that is an Affiliate of any entity referred to in (i) or (ii).
	 	 	 	 
	 	“UK
    Pricing Authority”	 	means
    any supra-national, national or regional government department, authority, agency or entity (including a non-departmental
    public body or similar entity) with responsibility for evaluating the cost effectiveness of medicinal products in the United
    Kingdom (or one or more constituent countries thereof) or otherwise determining whether the NHS (or constituent parts thereof)
    should purchase medicinal products.
	 	 	 	 
	 	“Year”	 	means
    a calendar year.


 


	 	1.2	In
    this Agreement: 


 


	 	1.1.1	unless
    the context requires otherwise, all references to a particular Clause, paragraph or Appendix shall be references to that clause,
    paragraph or appendix, in or to this Agreement;
	 	 	 
	 	1.1.2	the
    headings are inserted for convenience only and shall be ignored in construing this Agreement;
	 	 	 
	 	1.1.3	unless
    the contrary intention appears, words importing the masculine gender shall include the feminine and vice versa and words in
    the singular include the plural and vice versa;



 






    	 



     


    

 


	 	1.1.4	unless
    the contrary intention appears, words denoting persons shall include any individual, partnership, company, corporation, joint
    venture, trust, association, organisation or other entity, in each case whether or not having separate legal personality;
    and
	 	 	 
	 	1.1.5	references
    to the words ‘include’ or ‘including’ shall be construed without limitation to the generality of the
    preceding words.


 


2.
GRANT OF LICENCE



 


	 	2.1	Subject
    to the provisions of this Agreement and the surviving provisions of the CTOA, CRT hereby grants to the Company:


 


	 	2.1.1	an
    exclusive licence under the Exclusive Results; and 
	 	 	 
	 	2.1.2	a
    non-exclusive licence under the Non-Exclusive Results,


 


	 	in
    each case to research, develop, make, have made, import, use and sell Licensed Products in the Field in the Territory and
    to apply for Regulatory Authorisation for such Licensed Products in any jurisdiction.


 


	 	2.2	CRT
    hereby reserves and excepts from the exclusive licence under Clause 2.1.1: 


 


	 	2.2.1	the
    worldwide, perpetual and irrevocable right for the Contributors and the Charity (including use by scientists funded and/or
    employed by the Charity) to: 


 


	 	(a)	use
    the Licensed Intellectual Property for the purpose of non-commercial scientific research carried out by or for or under their
    respective direction in accordance with their respective charitable and/or academic status, whether alone or in collaboration
    with a third party or third parties and whether sponsored or funded, in whole or in part, by any third party including any
    commercial entity; and 
	 	 	 
	 	(b)	make
    publications in relation to the Licensed Intellectual Property and any results of research using the same in accordance with
    generally accepted academic practice; and


 


	 	2.2.2	the
    worldwide, limited right for the Charity to continue its conduct of the Clinical Trial in accordance with the terms of the
    CTOA until the completion or termination of such Clinical Trial as provided in the CTOA.


 


	 	2.3	The
    Company shall be entitled to grant sub-licences in respect of the rights granted under this Agreement, provided that:


 


	 	2.3.1	any
    sub-licence granted by the Company shall be expressed to terminate automatically on the termination of this Agreement for
    any reason;
	 	 	 
	 	2.3.2	the
    Company shall ensure that there are included in the terms of any sub-licence like obligations and undertakings on the part
    of the Sub-Licensee for the benefit of the Charity as are contained in this Agreement (including Clause 9 (indemnity) and
    Clause 14 (confidentiality) and, if further tiers of sub-licensing is allowed, this Clause 2.3) and shall further ensure that
    all Sub-Licensees duly comply with the same;
	 	 	 
	 	2.3.3	no
    sub-licence shall be granted to a Tobacco Party; 



 






    	 



     


    

 


	 	2.3.4	the
    sub-licence (other than a sublicence with an Affiliate) shall be entered into on an arms-length basis reflecting the market
    value of the rights granted; and
	 	 	 
	 	2.3.5	the
    Company shall provide CRT with a copy of such sub-licence within thirty (30) days of entering into it.


 


	 	2.4	Any
    breach of Clause 2.3 shall be deemed to be a material breach.
	 	 	 
	 	2.5	The
grant of any sub-licence shall be without prejudice to the Company’s obligations under this Agreement. Any act or omission
of any such Sub-Licensee which, if it were the act or omission of the Company would be a breach of any of the provisions of this
Agreement, will be deemed to be a breach of this Agreement by the Company who will be liable to CRT accordingly. 



 


	 	2.5.1	CRT
    will provide the Company with any Long Term Survival Data (as defined in the CTOA) as and when the Charity has completed collection
    of the same and/or as otherwise provided in the CTOA.



 


	 	2.6	Subject
    to the restrictions, pre-approvals and limitations as outlined in Clause 6.1 and Schedule 7A of the CTOA, the Company hereby
    grants to the Charity a non-exclusive, royalty free licence under the Company Intellectual Property (including the right to
    use Company Materials) for the Charity and scientists funded by the Charity to adapt and use the Product Manufacturing Process
    and make and have made Products and Related Products for non-commercial research purposes, provided that such research will
    not include clinical research (other than the Clinical Trial) without the prior written consent of the Company which shall
    be in Company’s sole control, on a case-by-case basis, and subject to establishment of a clinical trial agreement providing
    Company with appropriate safeguards and indemnities for such trial.
	 	 	 
	 	2.7	If,
    within one year of the Effective Date of this Agreement (or the Clinical Trial Database Lock Date, if later), Company wishes
    to publish or publicly disclose the Clinical Trial Results, it will first provide a copy of such intended disclosure to the
    Charity for its review at least thirty (30) days prior to the intended date of submission for publication or public disclosure.
    Charity will complete its review of such intended disclosure within thirty (30) days of receipt. If, during its thirty (30)
    day review period, Charity reasonably determines that information contained within such intended disclosure will materially
    impact the ability of Charity, CRT, or a Contributor to publish results of, or to protect any Intellectual Property Rights
    arising from, the Clinical Trial, Company will, at its discretion, either remove such information prior to disclosure or delay
    disclosure for up to ninety (90) days to allow for protection or publication. If Charity does not respond within thirty (30)
    days of receipt, it shall be deemed to have consented to the intended disclosure. The foregoing provisions of this Clause
    2.8 shall not apply to disclosure of Clinical Trial Results, or any portion thereof, by the Company to the extent required
    for (a) satisfying mandatory reporting and disclosure obligations under United States and other securities laws; or (b) to
    existing licensors or sublicensors of the Company in order to comply with reporting obligations in existence as at the date
    of this agreement under Third Party Licences, provided that in the case of (b) the disclosure shall be limited to only information
    as may be reasonably required by the Third Party Licence and subject to the third party that is receiving the information
    being bound by confidentiality obligations that are no less restrictive than those that the Company is bound by under this
    Agreement in respect of confidential information disclosed to it by the Charity .


 






    	 



     


    

 


3.
PERFORMANCE



 


	 	3.1	The
    Company shall provide an updated Development Plan to CRT on at least a six-monthly basis throughout the Term. The Company
    shall provide the first such Development Plan to CRT within ninety (90) days after the Effective Date. As of the date of this
    Agreement, the Company has provided the scope of work attached hereto as Appendix 3. 
	 	 	 
	 	3.2	The
    Company shall use its commercially reasonable endeavours to procure the achievement of Phase II Clinical Trial Commencement
    for the Primary Licensed Product within [***]months of the Effective Date.
	 	 	 
	 	3.3	The
    Company shall use its commercially reasonable endeavours at all times during the Term to:


 


	 	3.3.1	comply
    with the most up-to-date version of the Development Plan; provided that and without affecting the Company’s obligations
    under clause 3.2 above the Company may at any time cease activities under a Development Plan that pertain to the development
    of any Coronavirus Related Licensed Product(s) if the Company determines in its sole discretion that such activities are no
    longer commercially or scientifically reasonable; 
	 	 	 
	 	3.3.2	develop
    and pursue Regulatory Authorisation for a Licensed Product for use in one or more Oncology Indications in each of the Major
    Markets;
	 	 	 
	 	3.3.3	introduce
    a Licensed Product for use in one or more Oncology Indications into each of the Major Markets as soon as reasonably and commercially
    practical following receipt of the corresponding Regulatory Authorisations and subsequently use commercially reasonable efforts
    to market the Licensed Product and pursue maximum market penetration in the Major Markets;
	 	 	 
	 	3.3.4	launch
    each Licensed Product in the United Kingdom as soon as practicable and in any event no later than [***]months after the date
    the first Regulatory Authorisation is granted by the European Medicines Agency; and
	 	 	 
	 	3.3.5	make
    Licensed Products that are launched in the United Kingdom available at an Affordable Price if required by a Regulatory Authority
    having jurisdiction over pricing in the United Kingdom.


 


	 	3.4	Subject
    to Clause 3.5.2, at least once every six (6) months the Company shall provide CRT with a report as to the progress of the
    development of each Licensed Product, the progress of any applications for Regulatory Authorisation and Price Approval,
    and the progress of and plans for the marketing and sale of the Licensed Product and its compliance with the Development
    Plan, in such form and detail as CRT may reasonably require. 
	 	 	 
	 	3.5	If,
    prior to the First Commercial Sale in the United Kingdom and two (2) other Major Markets, the Company undergoes a change of
    Control, or acquires or begins (whether independently or with a third party) a Competing Programme: 


 


	 	3.5.1	it
    shall notify CRT in writing within thirty (30) days after the change of Control occurring, or its commencement or acquisition
    of the Competing Programme; and
	 	 	 
	 	3.5.2	for
    the [***] period following the change of Control, or commencement or acquisition of the Competing Programme, it shall provide
    CRT with a report described in Clause 3.4 at least once every three (3) months.


 






    	 



     


    

 


	 	3.6	The
    Company shall give CRT prompt notice upon the occurrence of any Milestone Event. 
	 	 	 
	 	3.7	The
    Company shall submit to CRT:


 


	 	3.7.1	a
    copy of its detailed operating budget (including a quarterly cash flow and expenditure forecast) for the Product in respect
    of each Financial Year as adopted by the Company’s board (the “Annual Budget”), at least thirty (30)
    days prior to the commencement of the Financial Year to which the Annual Budget relates;
	 	 	 
	 	3.7.2	quarterly
    management accounts of the Company (to include, inter alia, a (consolidated) profit and loss account, balance sheet and cash
    flow statement and shall indicate where such management accounts differ to any material extent from the Annual Budget for
    such period), within five (5) business days after the date by which such financial statements are filed with the United States
    Securities and Exchange Commission for such period, but in no event later than fifty (50) days after quarter close for the
    first three financial quarters and ninety five (95) days after close of the financial year. Such quarterly management accounts
    shall be prepared in accordance with United States generally accepted accounting principles consistently applied.


 


	 	3.8	Any
    breach of Clause 3 shall be deemed to be a material breach of this Agreement.
	 	 	 
	 	3.9	The
    Company may perform its obligations under Clause 3 in whole or in part through the efforts of its Affiliates, contractors,
    subcontractors, licensees and sublicensees.


 


4.
CONSIDERATION




 


	 	4.1	The
    Company shall pay:


 


	 	4.1.1	the
    Signature Fee to CRT as follows: £500,000 on or before September 30, 2020; £500,000 on or before January 31, 2021;
    and £250,000 on or before April 30, 2021; and
	 	 	 
	 	4.1.2	the
    Option Fee on the date of this Agreement.


 


	 	4.2	The
    Company shall pay the following payments (“Milestone Payments”) to CRT after the first occurrence of each of the
    following events (“Milestone Events”) in accordance with this Clause 4.2 and Clause 5.2: 


 


	 	4.2.1	Development
    Milestone Events in relation to [***]:
	 	 	 
	 	(a)	[***];
    
	 	 	 
	 	(b)	[***];
	 	 	 
	 	4.2.2	Development
    Milestone Events in relation to [***]:
	 	 	 
	 	(a)	[***];
    
	 	 	 
	 	(b)	[***];
	 	 	 
	 	4.2.3	Sales
    Milestone Events in relation to [***]
	 	 	 
	 	(a)	[***];
	 	 	 
	 	(b)	[***];
    and
	 	 	 
	 	(c)	[***].
	 	 	 
	 	4.2.4	Sales
    Milestone Events in relation to [***]
	 	 	 
	 	(a)	[***];
	 	 	 
	 	(b)	[***];
    and
	 	 	 
	 	(c)	[***].


 






    	 



     


    

 


Upon
the occurrence of each [***] in respect of a Licensed Product [***], if not already triggered, the corresponding [***] for that
same Licensed Product shall be deemed to have occurred. For the avoidance of doubt a Milestone Event may be triggered by the actions
of the Company, a Sub-Licensee or any third party acting on behalf of the Company or any Sub-Licensee.


 


	 	4.3	Subject
    to Clause 4.4, the Company shall pay to CRT:


 


	 	4.3.1	Forty
    per cent (40%) of all Sub-Licence Revenue if the relevant sub-licence is granted by the Company prior to Commencement of a
    Phase II Trial for the relevant Primary Licensed Product;
	 	 	 
	 	4.3.2	[***]
    of all Sub-Licence Revenue if the relevant sub-licence is granted by the Company after [***] but prior to [***] for the relevant
    Primary Licensed Product; 
	 	 	 
	 	4.3.3	[***]
    of all Sub-Licence Revenue if the relevant sub-licence is granted by the Company after [***] but prior to [***] for the relevant
    Primary Licensed Product; and
	 	 	 
	 	4.3.4	Seven
    and a half per cent (7.5%) of all Sub-Licence Revenue if the relevant sub-licence is granted by the Company after Phase III
    Clinical Trial Completion for the relevant Primary Licensed Product. 


 


	 	4.4	In
    the event that any Milestone Event is triggered by any Sub-Licensee, the Company shall pay to CRT the greater of: (i) [***];
    and (ii) [***].
	 	 	 
	 	4.5	Subject
    to Clauses 4.6 and 4.7, the Company will pay to CRT royalties on Licensed Products at the following royalty rates based on
    the Net Sales Value of Licensed Products in the applicable Year:


 


	 	(a)	for
    that portion of the Net Sales Value of all Primary Licensed Products that is less than or equal to [***], a royalty rate of
    [***]; and
	 	 	 
	 	(b)	for
    that portion of the Net Sales Value of all Primary Licensed Products greater than [***], a royalty rate of [***]; and
	 	 	 
	 	(c)	for
    that portion of the Net Sales Value of all Related Licensed Products that is less than or equal to [***], a royalty rate of
    [***]; and
	 	 	 
	 	(d)	for
    that portion of the Net Sales Value of all Related Licensed Products greater than [***], a royalty rate of [***].


 


	 	4.6	The
    Company shall pay royalties to CRT in accordance with Clause 4.5 on a Licensed Product by Licensed Product, and country by
    country basis until the later of:


 


	 	4.6.1	the
    expiry of any Data Exclusivity Period in respect of the data submitted for the BLA for such Licensed Product in such country;
    and
	 	 	 
	 	4.6.2	the
    expiry of ten (10) years from the First Commercial Sale; and.
	 	 	 
	 	4.6.3
    	the
    date when unauthorised manufacture, sale or use of the Licensed Product would no longer infringe a valid claim of the Company
    Patent Rights in the country of sale or manufacture.


 






    	 



     


    

 


	 	4.7	In
    the event that the Company incurs FTO Royalties with respect to a Licensed Product in a country in a Quarter the following
    provisions shall take effect with respect to that Licensed Product in that country in that Quarter:


 


4.7.1
[***];


 


4.7.2
[***]; 


 


4.7.3
[***].


 


	 	4.8	Subject
    to clause 4.9 below, if at any time the Company discontinues development of the Product, the Company shall promptly notify
    CRT of such discontinuation and of the Related Product that will replace such discontinued Primary Licensed Product. Upon
    such notification, such replacement Related Product shall be deemed the Primary Licensed Product for the purposes of this
    Agreement. 
	 	 	 
	 	4.9	If
    at the time that the Company gives notice to CRT pursuant to clause 4.8 above the Company has more than one Related Product
    in development that qualifies for substituting for the Primary Licensed Product that is being discontinued, (“Alternatives”)
    then it shall give notice of this to CRT and provide information regarding the details of each Alternative to CRT as reasonably
    requested by CRT, including [***] (the “Alternative Summary”). The Company shall also identify in the Alternative
    Summary its preference for the Alternative that it wishes to substitute as the Primary Licensed Product and the reasons for
    that choice. All information provided in the Alternative Summary shall be the Confidential Information of the Company. It
    is presumed that [***] will be the preferred choice of the Parties. CRT shall have [***] to consider the Alternative Summary
    and to obtain clarification from the Company regarding the information included therein and then, if applicable, within [***]
    of receiving any outstanding clarification that has been requested by CRT give notice to the Company of whether it:


 


	 	4.9.1	accepts
    the Company’s preferred Alternative; or
	 	 	 
	 	4.9.2	wishes
    to elect a different Alternative to substitute as the Primary Licensed Product.
	 	 	 
	 	4.9.3	In
    the case where CRT makes an election pursuant to clause 4.9.2, the Company may within [***] of receiving the election notice
    raise an objection to the choice of Alternative made by CRT. The objection may be made only on the ground that [***]. In the
    event of the Company raising such objection the Parties shall review all of the circumstances and acting reasonably and fairly
    together resolve the matter, provided always that CRT may at any time abandon its election made pursuant to clause
    4.9.2 thereby defaulting to the Company’s preferred Alternative. 


 


	 	4.10	For
    clarity, Milestone Payments under Clause 4.2 are payable one-time only and any Milestone Payment paid in respect of a discontinued
    Primary Licensed Product shall not be payable in respect of any replacement Primary Licensed Product. 


 


5.
PAYMENT AND STATEMENT



 


	 	5.1	All
    payments due to CRT under this Agreement shall be made in the Currency in cleared funds to the following bank account: 
	 	 	 
	 	 	[***]


 


	 	5.2	The
    Company shall pay to CRT:


 


	 	5.2.1	the
    Signature Fee on the date specified in Clause 4.1;
	 	 	 
	 	5.2.2	each
    of the Milestone Payments within thirty (30) days after the relevant Milestone Event occurring;
	 	 	 
	 	5.2.3	CRT’s
    share of Sub-Licence Revenue due under Clause 4.3 Quarterly within thirty (30) days after the end of the Quarter in which
    the consideration upon which Sub-Licence Revenue is based is received by the Company from Sub-Licensee ; and


 




    	 



     


    

 





	 	5.2.4	the
    royalties due pursuant to Clause 4.5 Quarterly within thirty (30) days after the end of each Quarter in which the relevant
    Net Sales Value is invoiced by the Company or a Sub-Licensee.


 


	 	5.3	Where
    Licensed Products are sold or Sub-Licence Revenue is received by the Company (or a Sub-Licensee) in a currency other than
    the Currency, the rate of exchange to be used for converting such other currency into the Currency shall be the relevant mid-spot
    rate for the currency quoted by the Financial Times on the last day of the Quarter to which they relate.
	 	 	 
	 	5.4	All
    costs of transmission and currency conversion shall be borne by the Company.
	 	 	 
	 	5.5	All
    payments to CRT under this Agreement are expressed to be exclusive of value added tax howsoever arising, and the Company shall
    pay to CRT in addition to those payments or, if earlier, on receipt of a tax invoice or invoices from CRT, all value added
    tax for which CRT is liable to account in relation to any supply made or deemed to be made for value added tax purposes pursuant
    to this Agreement.
	 	 	 
	 	5.6	All
    sums payable under this Agreement shall be paid without deduction or deferment in respect of any claims whatsoever and of
    any taxes except any tax which the Company is required by law to deduct or withhold. If the Company is required by law to
    make any such tax deduction or withholding, the Company shall pay to CRT such amount as shall, after deduction, amount to
    the sum referred to in this Agreement give reasonable assistance to CRT to claim exemption from or (if that is not possible)
    a credit for the deduction or withholding under any applicable double taxation or similar agreement from time to time in force,
    and shall promptly give CRT proper evidence as to the deduction or withholding and payment over of the tax deducted or withheld.
	 	 	 
	 	5.7	Where
    CRT does not receive payment of any sums due to it by the due date, interest shall accrue both before and after any judgment
    on the sum due and owing to CRT at the rate equivalent to an annual rate of four percent (4%) over the then current base rate
    of the Bank of England, calculated on a daily basis, until the full amount is paid to CRT, without prejudice to CRT’s
    right to receive payment on the due date.
	 	 	 
	 	5.8	Within
    thirty (30) days after the end of each Quarter, the Company shall send to CRT a written statement detailing in respect of
    that Quarter (including a nil report if appropriate):


 


	 	5.8.1	any
    Milestone Payments which became due to CRT;
	 	 	 
	 	5.8.2	for
    each sub-licence, details of each item of Sub-Licence Revenue received by the Company during that Quarter and the Sub-Licence
    Revenue payable to CRT thereon;
	 	 	 
	 	5.8.3	the
    quantity of each type of Licensed Product sold or otherwise disposed of by the Company or any Sub-Licensees in each country
    in the Territory; 
	 	 	 
	 	5.8.4	the
    Net Sales Value in respect of each such type of Licensed Product in each country of the Territory;
	 	 	 
	 	5.8.5	the
    aggregate Net Sales Value in respect of that Quarter for Licensed Product;
	 	 	 
	 	5.8.6	the
    type and value of deductions made in the calculation of Net Sales Value by type of Licensed Product and country;
	 	 	 
	 	5.8.7	any
    currency conversions, showing the rates used;


 




    	 



     


    

 





	 	5.8.8	any
    further information necessary for the calculation of Sub-Licence Revenue and Net Sales Value of Licensed Products and/or the
    royalties due to CRT; and
	 	 	 
	 	5.8.9	the
    amount of the royalties due to CRT in respect of that Quarter.


 


6.
ACCOUNTS



 


	 	6.1	The
    Company shall:


 


	 	6.1.1	keep
    and notwithstanding termination of this Agreement, maintain and shall procure that each Sub-Licensee keeps and maintains,
    for at least six (6) years, true and accurate accounts and records (including any underlying documents supporting such accounts
    and records) in sufficient detail to enable the amount of all sums payable under this Agreement to be determined; and
	 	 	 
	 	6.1.2	during
    the Term and thereafter until the said period of three (3) years relevant to the accounts and records has expired, at the
    reasonable request of CRT and (subject to Clause 6.2) at the expense of CRT from time to time, permit [or procure permission
    for] a qualified accountant nominated by CRT to inspect and audit those accounts and records and, to the extent that they
    relate to the calculation of those sums, to take copies of them. Subject to receiving not less than thirty (30) days written
    notice, the Company shall at the request of CRT assemble in one location each that is respectively convenient to the Company
    and Sub-Licensee(s) all such relevant accounts and records of the Company and Sub-Licensee(s).


 


	 	6.2	If,
    following any inspection pursuant to Clause 6.1.2, CRT’s nominated accountant certifies to CRT that the payments in
    respect of any Quarter or Year fall short of the sums which were properly payable in respect of that Quarter or Year under
    this Agreement, CRT shall send a copy of the certificate to the Company and the Company shall (subject to Clause 6.3) within
    seven (7) days of the date of receipt of the certificate pay the shortfall to CRT and, if the shortfall exceeds two per cent
    (2%) of the sum properly payable, the Company shall also reimburse to CRT the reasonable costs and expenses of CRT in making
    the inspection.
	 	 	 
	 	6.3	If
    within seven (7) days of the date of receipt by the Company any certificate produced pursuant to Clause 6.2 the Company notifies
    CRT in writing that it disputes the certificate, the dispute shall be referred for resolution by Accountancy Opinion in accordance
    with Clause 24.1.


 


7.
INTELLECTUAL PROPERTY PROTECTION, PROCEEDINGS AND COSTS




 


	 	7.1	The
    Company shall throughout the Term continue to prosecute and maintain the Company Patent Rights at its own cost and shall use
    commercially reasonable endeavours to maximise the scope of such Company Patent Rights, or where prosecution and maintenance
    of such Patent Rights is controlled by a licensor of the Company, the Company will use commercially reasonable efforts to
    procure that the licensor continues to prosecute and maintain such Patent Rights where the licensor has such obligation under
    its Third Party Licence agreement; provided that the Company shall not be obligated to commence litigation for such purpose.
    Notwithstanding the foregoing, if the Company elects not to prosecute or maintain any part of the Company Patent Rights it
    controls in any part of the Territory, the Company shall notify CRT in writing at least ninety (90) days prior to the expiration
    of any applicable time bars. After receipt of such notice, CRT may elect, before the expiry of any such time bars, by written
    notice to the Company, to take an assignment of the relevant Company Patent Rights such that CRT may continue to prosecute
    and/or maintain the Company Patent Rights at CRT’s sole discretion and expense.


 




    	 



     


    

 





	 	7.2	If
    the Company becomes aware that a Company Patent Right being prosecuted or maintained by one of its licensors is due to expire
    or the licensor has elected not to prosecute or maintain any such Company Patent Rights the Company will promptly notify CRT
    in writing. In the case of a licensor electing not to prosecute or maintain any Company Patent Rights (as opposed to expiration),
    where reasonably possible, the Company will take assignment of such Patent Rights or request the right for CRT to take assignment
    of such Patent Rights. 


 


8.
WARRANTY



 


	 	8.1	Each
    Party warrants that it has the legal capacity to enter into this Agreement.
	 	 	 
	 	8.2	Each
    Party acknowledges that, in entering into this Agreement, it does not do so in reliance on any warranty or other provision
    except as expressly provided in this Agreement, and any conditions, warranties or other terms implied by statute or common
    law are excluded to the fullest extent permitted by law.


 


	 	8.3	Without
    limiting the scope of Clause 8.2, CRT does not give any warranty, representation or undertaking:


 


	 	8.3.1	as
    to the efficacy or usefulness or accuracy of the Clinical Trial Results; or
	 	 	 
	 	8.3.2	that
    the exercise of rights granted under this Agreement will not infringe the intellectual property or other rights of any other
    person.


 


9.
INDEMNITY



 


	 	9.1	The
    Company shall indemnify and hold harmless CRT, the Contributors and the Charity and their respective officers, employees and
    agents (the “Indemnified Parties”) from and against any and all third party claims, demands, losses, damages and
    expenses (including, without limitation, legal fees) arising from or in connection with the exercise of the rights granted
    in Clause 2 by the Company or any Affiliate of the Company or a Sub-Licensee or or any affiliate of a Sub-Licensee in relation
    to the Licensed Product. This Clause 9 shall not limit the rights of the Company and the liabilities of CRT under Clause 9.1
    of the CTOA.
	 	 	 
	 	9.2	Promptly
    after receipt by CRT of any claim or alleged claim or notice of the commencement of any action, administrative or legal proceeding,
    or investigation to which the indemnity provided for in this Clause 9 may apply, CRT shall give written notice to the Company
    of such fact and specifying that the Company shall have the option to assume the defence thereof by election in writing within
    seven (7) days of receipt of such notice. If the Company fails to make such election, the Indemnified Party may assume such
    defence and the Company will be liable for the legal and other expenses consequently incurred in connection with such defence.
    The Parties will co-operate in good faith in the conduct of any defence, provide such reasonable assistance as may be required
    to enable any claim properly to be defended and the Party with conduct of the action shall provide promptly to the other Party
    copies of all correspondence and documents and notice in writing of the substance of all oral communications relating to such
    action.


 


	 	9.3	Should
    the Company assume conduct of the defence:


 


	 	9.3.1	the
    Indemnified Party may retain separate legal advisers, at its sole cost and expense, save that if the Company denies the applicability
    of the indemnity or reserves its position in relation to the same, the indemnity in this Clause 9 shall extend to the Indemnified
    Party’s costs and expenses so incurred if it is subsequently resolved between the Parties or determined by a court of
    competent jurisdiction (after exhaustion or expiration of all rights of appeal) that the indemnity under this Clause 9 was
    available to the Indemnified Party in the terms claimed by the Indemnified Party; and


 




    	 



     


    

 





	 	9.3.2	the
    Company will not, except with the written consent of the Indemnified Party consent to the entry of any judgment or enter into
    any settlement provided always, that if the Indemnified Party unreasonably refuses to consent to such entry of judgment or
    settlement and the matter proceeds to trial at which a greater amount is ordered by the Court then the amount which the Indemnified
    Party shall be entitled to recover from the Company pursuant to this Clause 9 shall be limited to the amount for which the
    action would otherwise have been settled or compromised and the Indemnified Party shall assume all costs of defending the
    claim or proceeding from the date of the Indemnified Party’s refusal; and 
	 	 	 
	 	9.3.3	CRT
    shall not admit liability in respect of, or compromise or settle any such action without the prior written consent of the
    Company, such consent not to be unreasonably withheld, conditioned or delayed; and
	 	 	 
	 	9.3.4	the
    Company shall not be responsible for or bound by any settlement made by CRT in breach of Clause 9.3.3.


 


10.
INSURANCE



 


	 	10.1	The
    Company shall maintain, at its own cost, comprehensive product liability insurance and general commercial liability insurance.
    Within thirty (30) days of the Effective Date and of the beginning of each policy period, the Company shall provide CRT with
    a certificate evidencing the coverage required hereby, and the amount thereof. Such insurance shall be with a reputable insurance
    company and shall be maintained for not less than six (6) years following the expiration/termination of this Agreement for
    any reason or if such coverage is of the ‘claims made’ type, for ten (10) years following the expiration or termination
    of this Agreement for any reason.



 


11.
LIMITATION OF LIABILITY




 


	 	11.1	Neither
    Party nor the Charity, nor their respective officers, employees and agents shall have liability whether under statute or in
    tort (including negligence), contract or otherwise to the other Party in respect of any consequential, indirect or pure economic
    loss nor in any event for loss of goodwill, opportunity, profit or contract.
	 	 	 
	 	11.2	Nothing
    in this Agreement shall be construed as excluding or limiting the liability of either Party or the Charity or any of their
    respective officers, employees and agents to the other Party for death or personal injury of any person resulting from the
    negligence of such persons.



 


12.
TERM AND TERMINATION




 


	 	12.1	This
    Agreement will become effective on the Effective Date and, subject to the provisions of this Clause 12, will remain effective
    in each country of the Territory until expiry of the obligation of the Company under Clauses 4.5 and 4.6 to pay royalties
    in relation to that country pursuant to this Agreement.


 




    	 



     


    

 





	 	12.2	Without
    prejudice to any other rights of the Parties this Agreement may be terminated by notice in writing:


 


	 	12.2.1	by
    either Party forthwith if the other Party shall be in material breach of any of its obligations under this Agreement and in
    the case of a remediable breach fails to remedy the breach within sixty (60) days of written notice containing full particulars
    of the breach and requiring it to be remedied;
	 	 	 
	 	12.2.2	by
    CRT if a voluntary arrangement is proposed or approved or an administration order is made, or a receiver or administrative
    receiver is appointed of any of the Company’s assets or undertakings or a winding-up resolution or petition is passed
    (otherwise than for the purpose of solvent reconstruction or amalgamation) or if any circumstances arise which entitle the
    Court or a creditor to appoint a receiver, administrative receiver or administrator or make a winding-up order or similar
    or equivalent action is taken against or by the Company by reason of its insolvency;
	 	 	 
	 	12.2.3	by
    CRT forthwith in the event that, by way of merger, acquisition or otherwise, the Company becomes a Tobacco Party; or
	 	 	 
	 	12.2.4	by
    CRT upon forty five (45) days written notice to the Company if the Company: 


 


	 	(a)	discontinues
    the development (including prosecuting application for Regulatory Authorisation) of all Licensed Products; or 
	 	 	 
	 	(b)	after
    the filing of the IND, discontinues the development (including prosecuting application for Regulatory Authorisation) of one
    or more Licensed Product(s) in all disease indications (in which case termination shall not apply to the whole Agreement but
    shall be limited to such Licensed Product(s)); or
	 	 	 
	 	(c)	after
    the filing of the IND, discontinues the development (including prosecuting application for Regulatory Authorisation) of one
    or more Licensed Product(s) in oncology (in which case termination shall not apply to the whole Agreement but shall be limited
    to such Licensed Product(s) in oncology); or
	 	 	 
	 	(d)	fails
    to use its commercially reasonable efforts to obtain Regulatory Authorisation in a timely manner in all of the Major Markets,
    taking into account the unique aspects of the development and regulatory path for a Licensed Product, indication and market
    (in which case termination shall be effective only in respect of that Licensed Product in that Major Market); or
	 	 	 
	 	(e)	having
    obtained Regulatory Authorisation for a Licensed Product in a Major Market, ceases to actively market and sell such Licensed
    Product in such Major Market (in which case termination shall be effective only in respect of that Licensed Product in that
    Major Market); or
	 	 	 
	 	(f)	ceases
    to carry on business in the Field; or
	 	 	 
	 	(g)	without
    reasonable cause fails to commence sale of a Licensed Product in a Major Market within two (2) years of obtaining Regulatory
    Authorization to market the Licensed Product in such market; or
	 	 	 
	 	(h)	without
    CRT’s prior written consent, abandons or fails to prosecute any of the Company Patent Rights in any Major Market.


 




    	 



     


    

 





	 	12.3	In
    the event of disagreement between the Parties as to whether entitlement to terminate has arisen under Clause 12.2.1 or 12.2.4,
    the Parties at their joint cost and expense shall obtain an Expert Opinion which shall be final as to whether it has arisen.
	 	 	 
	 	12.4	For
    the purpose of Clause 12.2.4, the efforts and actions of the Company shall be deemed to include the efforts and actions of
    its Affiliates, contractors, subcontractors, licensees and sublicensees.


 


13.
EFFECTS OF TERMINATION



 


		13.1	Subject
                                         to Clause 13.2, upon the termination of this Agreement for any reason:



 


	 	13.1.1	other
    than termination by CRT pursuant to Clause 12.2.1 ,12.2.2 or 12.2.3 subject to all the terms of this Agreement (including
    without limitation payment of royalties), the Company shall be entitled for a period not exceeding [***] following such termination
    to:


 


	 	(a)	manufacture
    any of the Licensed Products to the extent necessary to satisfy orders accepted before termination; and
	 	 	 
	 	(b)	sell,
    use or otherwise dispose of any unsold stocks of the Licensed Products.


 


	 	13.1.2	subject
    to Clause 13.1.1, the Company shall, and shall procure that all Sub-Licensees shall, cease to exploit the Licensed Intellectual
    Property in any way, either directly or indirectly;
	 	 	 
	 	13.1.3	subject
    to Clause 13.1.1, the Company shall, at the request and option of CRT, return or destroy CRT’s Confidential Information;
	 	 	 
	 	13.1.4	notwithstanding
    any provision of this Agreement allowing the Company credit, payment of royalties and all other sums to CRT shall become due
    and payable to CRT immediately upon notice of termination of this Agreement;
	 	 	 
	 	13.1.5	the
    Company shall, within fourteen (14) days of notice of termination of this Agreement provide CRT with a final written statement
    detailing, in respect of the time elapsed since the last statement under Clause 5.8, the matters set out in Clause 5.8;
	 	 	 
	 	13.1.6	other
    than termination by the Company pursuant to Clause 12.2.1, the Company:


 


	 	(a)	subject
    to 13.1.6(b), shall execute with CRT an exclusive, perpetual, worldwide, sub-licensable licence under the Company Intellectual
    Property, Company Combination Patent Rights and New Company IP to research, develop, make, have made, market, use and sell
    Licensed Products, on revenue share terms to be agreed; 
	 	 	 
	 	 	and
    in the case of Company Intellectual Property licensed to the Company under a Third Party Licence, such licence shall include
    a grant to CRT of a sub-licence reasonably similar to those provided for by Schedule 6 (CRT Licence) of the CTOA, and provide
    CRT with such assistance as CRT may reasonably request in liaising with the licensors under the Third Party Licences for the
    purpose of obtaining direct contractual rights with such licensors should they be so required; 
	 	 	 
	 	(b)	at
    CRT’s request, upon completion of such licence, shall promptly transfer to CRT (or any person nominated by CRT) any
    and all documents and information in the Company’s control or possession relating to the Company Foreground Patent Rights
    and CRT may assume responsibility for the prosecution, maintenance and enforcement of the same; and
	 	 	 
	 	(c)	at
    CRT’s request, upon completion of such licence, shall transfer to CRT (or its nominee) any Regulatory Authorisations,
    Price Approvals and other permits and applications relating to Licensed Products.


 




    	 



     


    

 





	 	13.2	This
    Clause 13.2 shall not apply in the case of termination of this Agreement under Clause 12.1. In the event that this Agreement
    is terminated solely in respect of particular Licensed Product and/or Indication and/or Major Market, the provisions of Clause
    13.1 shall apply, but solely in respect of the relevant Licensed Product, Indication and/or Major Market.
	 	 	 
	 	13.3	The
    termination of this Agreement howsoever arising will be without prejudice to the rights and duties of either Party accrued
    prior to termination. The following Clauses will continue to be enforceable notwithstanding termination: Clauses 1 (Definitions),
    6 (Accounts), 9 (Indemnity), 10 (Insurance), 11 (Limitation of Liability), 12 (Termination), 13 (Effects of Termination),
    14 (Confidentiality), 19 (Severability), 24 (Dispute Resolution) and 25 (Law and Jurisdiction).


 


14.
CONFIDENTIALITY



 


	 	14.1	Each
    Party undertakes with the other that it shall keep and it shall procure that its respective directors and employees keep secret
    and confidential all Confidential Information belonging to or controlled by the other Party and shall not disclose the same
    or any part of the same to any person whatsoever other than:


 


	 	14.1.1	in
    the case of the Company: (i) to Sub-Licensees subject to compliance with Clause 2.3.4, (ii) to potential development partners,
    sublicensees, and investors bound by terms of confidentiality at least as strict as those herein, and (iii) as necessary in
    communications with Regulatory Authorities in the Territory relating to the Licensed Products.
	 	 	 
	 	14.1.2	in
    the case of CRT to the Charity; and
	 	 	 
	 	14.1.3	in
    the case of each Party, to its directors or employees directly or indirectly concerned in the exercise of the rights granted
    under this Agreement.


 


	 	14.2	The
    provisions of Clause 14.1 shall not apply to Confidential Information which CRT or the Company (as the case may be):


 


	 	14.2.1	can
    prove to have been in its possession (other than under an obligation of confidence to the other or to a third party) at the
    date of receipt or which enters the public domain otherwise than through a breach of any obligation of confidentiality owed
    to the Party communicating such information to the other;
	 	 	 
	 	14.2.2	can
    prove it has independently developed; or
	 	 	 
	 	14.2.3	is
    required to disclose by law or by the order of a competent court, solely to the extent of such disclosure.


 


	 	14.3	The
    provisions of this Clause 14 shall remain in force for a period of five (5) years from the expiry or termination of this Agreement


 


15.
ASSIGNMENT



 


	 	15.1	The
    Company shall not without CRT’s consent assign its rights under this Agreement except in conjunction with a merger or
    consolidation of the Company with another business entity or the sale of all or substantially all or a substantial part of
    its business and related assets that includes its business in relation to the Licensed Products other than a merger or consolidation
    with, or a sale of assets to, a Tobacco Party and provided that Company obtains a direct covenant from the acquiring party
    to CRT undertaking to be bound by the terms of this Agreement. 


 




    	 



     


    

 





16.
NOTICES



 


	 	16.1	Any
    notice or other document to be given under this Agreement shall be in writing and shall be deemed to have been given:


 


	 	16.1.1	upon
    delivery if given in person; or
	 	 	 
	 	16.1.2	upon
    confirmation of receipt if sent by facsimile (or other similar means of electronic communication such as email); or
	 	 	 
	 	16.1.3	 (if
    posted to an inland destination) three (3) business days after deposit into First Class post; or 
	 	 	 
	 	16.1.4	 (If
    posted to an overseas destination)five (5) days after deposit into airmail post,
	 	 	 
	 	16.1.5	upon
    delivery by air delivery service;


 


to
a Party at the address set out below for such Party or such other address as the Party may from time to time designate by written
notice to the other Party.


 


	Address
    of the Company	 
	 	 
	Lineage
    Cell Therapeutics, Inc.	 
	2173
    Salk Avenue, Suite 200	 
	Carlsbad,
    CA 92008 USA	 





	Contact:	Legal/contracts
    	 
	Email:	legal@lineagecell.com	 


 


	Address
    of CRT	 
	 	 
	2
    Redman Place	 
	London
    E20 1JQ	 
	United
    Kingdom	 





	Contact:	Chief
    Executive Officer	 
	Fax:	+44
    (0) 20 3014 8633	 


 


17.
WAIVER



 


	 	17.1	No
    failure or delay on the part of either Party hereto to exercise any right or remedy under this Agreement shall be construed
    as or operate as a waiver thereof nor shall any single or partial exercise of any right or remedy under this Agreement preclude
    the exercise of any other right or remedy or preclude the further exercise of such right or remedy as the case may be.


 




    	 



     


    

 





18.
FORCE MAJEURE



 


	 	18.1	Except
    in relation to obligations pursuant to Clauses 4 and/or 5, neither Party shall be liable to the other Party or shall be in
    default of its obligations hereunder if such default is the result of war, hostilities, revolution, civil commotion, strike,
    epidemic, accident, fire, wind, flood or because of any act of God or other cause beyond the reasonable control of the Party
    affected. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances
    cause a delay or failure in performance (a “Delay”) and where they cease to do so. In the event of a Delay lasting
    for twenty six (26) weeks or more the non-affected Party shall have the right to terminate this Agreement immediately by notice
    in writing to the affected Party.


 


19.
SEVERABILITY



 


	 	19.1	If
    and to the extent that any court or tribunal of competent jurisdiction holds any of the terms, provisions or conditions or
    parts thereof of this Agreement, or the application hereof to any circumstances, to be invalid or to be unenforceable in a
    final non-appealable order, the remainder of this Agreement and the application of such term, provision or condition or part
    thereof to circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and
    each of the other terms, provisions and conditions of this Agreement shall be valid and enforceable to the fullest extent
    permissible by law.


 


20.
ENTIRE AGREEMENT



 


	 	20.1	This
    Agreement together with the CTOA (as amended), embodies and sets forth the entire agreement and understanding of the Parties
    and supersedes all prior oral or written agreements, understandings or arrangements relating to the subject matter of this
    Agreement. Without prejudice to any liability for fraudulent misrepresentation or fraudulent misstatement neither Party shall
    be entitled to rely on any agreement, understanding or arrangement which is not expressly set forth in this Agreement unless
    otherwise agreed between the Parties and recorded in writing.


 


21.
AMENDMENT



 


	 	21.1	This
    Agreement shall not be amended, modified, varied or supplemented except in writing signed by duly authorised representatives
    of the Parties.


 


22.
PUBLIC ANNOUNCEMENTS



 


	 	22.1	The
    text of any press release, shareholders’ report or other communication to be published or disclosed to the public in
    any way by or in the media concerning CRT or the Charity, the subject matter of this Agreement or concerning this Agreement
    itself, other than as required by law or by any Regulatory Authority or the rules of any securities exchange, shall be submitted
    to CRT at least five (5) business days in advance of publication for approval, such approval not to be unreasonably withheld;
    provided, that disclosure that repeats or restates prior public disclosure permitted by this Agreement need not be submitted
    to the Charity or CRT for approval.


 


23.
FURTHER ASSURANCE



 


	 	23.1	The
    Parties hereby undertake to do all such other acts and things, and execute and provide all such documents at the requesting
    Party’s cost as may be necessary or desirable to give effect to the purposes of this Agreement.


 




    	 



     


    

 





24.
DISPUTE RESOLUTION



 


	 	24.1	Insofar
    as this Agreement provides that a matter shall be resolved by Accountancy Opinion or Expert Opinion the opinion of such expert
    (who shall act as an expert and not as an arbitrator) shall be final and binding on the Parties. In the event of a Party seeking
    an Accountancy Opinion or Expert Opinion under this Agreement, each Party shall make written submissions to the expert so
    appointed and to the other Party within fourteen (14) days of the appointment. Each Party shall have seven (7) days to respond
    to the other’s submissions. The expert shall be requested to deliver his Accountancy Opinion or Expert Opinion within
    a further thirty (30) days. The costs of any Accountancy Opinion or Expert Opinion shall be borne in such proportions as the
    expert may determine in his opinion to be fair and reasonable in all the circumstances or, if no such determination is made
    in the opinion, by the Parties in equal proportions.
	 	 	 
	 	24.2	It
    shall be a condition precedent to the commencement of any action in court or other tribunal (save an action for an interim
    injunction or an Expert Opinion sought under Clause 12.1) in respect of any dispute relating to this Agreement that the Parties
    have sought to resolve the dispute by either Party notifying the other Party in writing for resolution to the Chief Executive
    Officer (in the case of CRT) and the Chief Executive Officer (in the case of the Company) (or their express delegates) (the
    “Senior Executives”) who shall meet (whether in person or via teleconference) within twenty one (21) days of such
    notice to seek resolution in good faith. If the Senior Executives are unable to resolve the dispute at such meeting, either
    Party may pursue any remedy available to such Party at law or in equity, subject to the terms and conditions of this Agreement
    and the other agreements expressly contemplated hereunder.


 


25.
LAW AND JURISDICTION



 


	 	25.1	This
    Agreement shall be governed by and construed in accordance with English Law and, subject to the provisions of Clauses 24.1
    and 24.2, each Party agrees to submit to the exclusive jurisdiction of the English Courts (except in respect of disputes under
    Clause 14 where jurisdiction is non-exclusive).


 


26.
EXECUTION



 


	 	26.1	This
    Agreement may be executed in any one or more number of counterpart agreements , and as scanned email attachments, and all
    signatures and counterparts so exchanged shall be considered as original and shall be deemed to form part of and together
    constitute this Agreement.


 


27.
CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999



 


	 	27.1	Save
    that the Charity, the Contributors and their and CRT’s respective officers, employees and agents in respect of Clauses
    9 and 11 may enforce those respective terms, no term of this Agreement is enforceable under the Contracts (Rights of Third
    Parties) Act 1999 by a person who is not a Party to this Agreement. Notwithstanding the provisions of this Clause, the Parties
    shall be entitled to amend, suspend, cancel or terminate this Agreement or any part of it in accordance with Clause 21, without
    the consent of any third party including those referred to in this Clause.


 


{Signature
Page Follows}


 




    	 



     


    

 





The
Parties hereby execute this Agreement by their duly authorised representatives:


 


	Signed
    by:	/s/
    Tony Hickson	 
	Name:	Tony
    Hickson	 
	Title:	Chief
    Business Officer	 
	 	 	 
	 	For
    and on behalf of 	 
	 	CANCER
    RESEARCH TECHNOLOGY LIMITED	 


 


	Signed
    by:	/s/
    Brian Culley	 
	Name:	Brian
    Culley	 
	Title:	Chief
    Executive Officer	 
	 	 	 
	 	For
    and on behalf of	 
	 	LINEAGE
    CELL THERAPEUTICS, INC